Kit-Kats and Spiders
by im-the-pizza-man
Summary: When there's already a masked hero swinging around Queens, can the town handle another superhero? Rated T for some coarse language and violence. (New updates every weekend)
1. Chapter 1

Chapter One: Best Friends

Kat's POV

"Come _on,_ Peter, we'll be late!" I shout to one of my best friends as I race through the streets on foot. "You don't want Mr. Doufon giving you a detention, do you?" I grin as I say the words. He'd already had some close calls, and there were rumors about how horrible Mr. Doufon's detentions were. In fact, some students had said-

"Hey!" shouts Peter, interrupting my train of thought, "That's not fair! You got a head start!" I laugh, then nearly fall over from grazing a bicyclist pedaling down the sidewalk.

"You snooze, you lose!" I yell, speeding down the street. _He's so slow… but at least he's faster than other kids our age. It stinks that we have to keep all of this stuff a secret,_ I think, the school just around the corner. Well…. More like five corners. Or ten. Whatever.

Ten minutes later, I arrive at the front steps of the school, with Peter a few yards behind me. "Midtown Tech," I say with a joking tone, "The school of misfits, weirdos, and nerds." I look at the red bricks that make up your typical school building. "Hey, Peter," I say, "That sounds just like you!" I laugh, looking at his slightly sweaty form slowly moseying towards me.

"Hey! You're a nerd, too!" he protests. I snort.

"Not as much as you..." I trail off, catching a glimpse of a pea-green flannel shirt in the door window. _Oh, crud,_ I think to myself, _we're gonna be late!_

"Peter! Come on! I just saw Mr. Doufon's favorite sweatshirt! We've gotta get to class before him!" I exclaim. I look up at the rust-colored building, and I suddenly have an idea. "Hey, PETER!" I shout to the older boy. His head swivels in my direction, body following soon after. "I have an idea how to get to class on time!" I look determinedly at him, ready to haul him up to class with me if he doesn't cooperate.

"What's it gonna be now, Kat? Are we going to _scale the building with our bare hands?"_ I shoot him a look of both surprise and excitement. "Oh _no,_ we don't. There's _no freaking way_ that I'm going to climb up _four stories_ of a building _just_ to get to class on time." He states. " _Besides_ ," he says, lowering his voice to a whisper, " _Wouldn't that risk our identities?_ "

"Come on," I plead, moving close enough to him to whisper in his ear, "You're Spider-Man, you can do anything!" He hesitates for a moment, indecision showing on his face.

"Fine," he eventually declares, "But you have to carry my backpack." He hands over the dark blue bag with a tiny little Spider-Man symbol in the corner, too small for human eyes. But for us… I couldn't concentrate on that now. I had a wall to climb.

As I knock on the window of our homeroom class, I see Ned nearly fall out of his seat, and MJ sitting next to him, give me a small smirk of amusement. _Wow,_ I think, _I must really be getting through to her. She almost never smiles!_ MJ and Ned were my two other besties, and pretty much the only people (other than Peter) in our entire group of 'people that we talked to and remotely tolerated'. (JK. They're like siblings to me.) They are also the only people that hang out with me, and me with them. So, it's kinda a win-win.

All of this goes through my head in a matter of seconds, and then Ned gets enough of a grip on reality to open the window and let Peter and I into the classroom. We get into our seats not a second too late, because Mr. Doufon steps into the classroom right after Ned closes the window. When Mr. Doufon meets my eyes and glances over to see Peter and I sitting peacefully in our chairs, his eyes widen slightly in surprise. I realize that he must have seen us while Peter and I were just reaching the school after him. The ringing of the school bell snapped my thoughts back to reality, and I shifted my gaze towards the clock. _Only five more minutes until-_

"STOP DOING THAT!" A loud bellow snapped me out of my thoughts, and I realized that that was the second time today that had happened. _Annoying._ I shifted my attention to whomever _had_ interrupted my thinking. There was a security guard standing in the doorway of the classroom, pointing in my and Peter's general direction. I put a look of both innocence and confusion onto my face, and turned my head slightly to the side to see if Peter was doing the same. He was.

"YOU TWO!" He roared. "THE GIRL WITH THE LONG BROWN HAIR AND HOGWARTS T-SHIRT. AND YOU. THE BOY WITH THE DARK GREEN _INCEPTION_ SWEATSHIRT." The red-faced man stalks up to our seats, places both hands firmly on our shared desk, and says in a shaky voice, "No more _climbing_ the frickin' _school buildings_ to _get to class,"_ he finished, taking a deep breath. He shuffles out of the classroom, muttering to himself. I look at Peter, and find relief showing on his face. I have no doubt that my face mirrors his.

" _That was a really close call,"_ he whispers, " _and it was a huge risk too. Remind me to never do that again."_ I snicker, and realize that Mr. Doufon is almost at his desk.

" _Yeah, but you had fun,"_ I whisper back, ending the conversation since I didn't want a detention. Peter shoots me a glare, and then falters. A huge grin appears on his face, and he writes on a slip of paper, _Yeah. I guess I did._ I smile, and look up to our Homeroom teacher.

"Okay, kids. Now, since we're done with this, we're going to move onto our next unit. Class, turn your textbooks to page-" _RRINGGGG!_ Ms. Nichol's intriguing lecture on AP Physics is cut off as the bell rings, signaling the end of school.

"See ya later, Penis Parker!" Shouts Flash as Peter and I step out of the classroom. My eyes follow him as he runs down the hall, looking like an overgrown penguin with a sack on its back. I shoot a glance at Peter, concerned.

"Ignore him. It can only get better from here, right?" I say, attempting to reassure my bestie. We walk down the hall, side by side.

"I guess…" he grumbles. "It's just so annoying, you know?" I look at him, and notice he has a small frown on his face.

"Yeah. It's probably only 'cause he's jealous of how smart you are. I mean, we're the only two students in the history of the school that have qualified for AP in every single one of our classes." He snorts.

"That _is_ true…. But still. Why me?" I smirk, a witty retort already brewing in my mind.

"So, what you're saying is that... you'd rather me be bullied?" He looks at me, horror on his face. I hold in a laugh at the look on his face, feeling a little bit sorry for him.

" _No!_ Of course not! That's- That's not what I meant! I was just saying that-" I cut him off, not wanting him to embarrass himself further.

"Yeah, I know. I was just kidding, Peter. No harm done." He sighs.

We walk out of school together, arms brushing each other with every stride. I glance to my right, and notice that MJ and Ned are walking towards the two of us. I look back at Peter, and see that he noticed as well.

"Hey, guys!" shouts Ned. MJ shoots us a blank stare, and then gives in with a tiny little smile. _WOW! She's actually responding to stuff! We must be softening her up! I remember when she would just stand or sit somewhere, and if anyone tried to talk to her, her face would always be devoid of expression! I'm probably too excited, but still!_ I think, with a small smile.

"Hey, Ned!" shouts Peter. I shoot Michelle an exasperated look. How old were they, really? Come on, guys.

"These two never grow up, do they." She states, in perfect view of both of the boys. My eyes widen for a second, surprised that she pretty much read my mind. _Silly,_ I think. _That's_ my _thing! Besides, I would have noticed by now if she had any powers like Peter and I, right?_ I brush it off.

"Yeah," I laugh, "It's almost as if they grow younger with every year…" I trail off.

Peter shoves me. "Hey! That's not fair!"

"Yeah!" Ned agrees. "It's not like you guys are that mature, either!" MJ shoots Ned a withering look, and I look away. Peter pokes me, concern showing on his face.

"Oh my god, Kat, I'm so sorry-" he says, trying to apologize for his words.

"It's fine, Ned." I cut him off, not wanting _anybody_ to push any further. Maturity was a tough subject for me, having to do with some sore spots in my past. I looked away, trying to now distance myself form the conversation. Yeah, maybe I was a bit sensitive, considering it had happened over two years ago, but…. This was the _one_ thing that I couldn't stand. Everything else, even _Raelynn._ Other than that, I was completely fine.

We talked for a bit, and then we reached the end of the walkway. _That's one pretty long walkway to get to the main street from the building,_ I think. _Kind of useless, too._

"Hey, MJ," I say, "Do you want to maybe… come over and do homework or something tonight?" I look at her, and to my surprise, there is _an actual smile on her face._ Huh.

"Sure. Let me just call my sis and tell her that I won't be home tonight. Well, not until late, anyways." She walks a few steps away, and gets out her phone. Peter and Ned shoot shocked looks at me, surprised that I got through to her. To be honest, I was a bit surprised too. She usually kept to herself and went home alone, too, but I guess she was opening up to our little band of ragtag misfits.

"Shizzlepop!" MJ whispers angrily. She looks a bit embarrassed. "Sorry, I used to babysit for little 'uns all the time, and I had to break the habit of using real swear words." Pete is on the verge of a laughing fit, while Ned and I are considering.

"Yeah. A while ago, before…. Well, when my brother and parents were still alive, I came up with a ton of really creative ones. One of my favorite ones was 'schist'. Since schist is a type of stone, I would carry some around with me, and whenever I said 'schist', and someone would shoot me a glare or something, I would pull out the rock and launch into an explanation of what it was and something like the molecular structure of it or something crazy like that, and they would always leave me alone after that if they heard me fake-curse." I say. Ned looks at me, a weird expression on his face. "What?" I ask, confused.

"That's a hella good idea, Kat!" he says. "You all know how mad my parents get when I curse, so I'm probably going to use that in the near future. Anyways. Back to before, MJ, why did you 'cuss'?" he asks, using tiny finger quotes around the word 'cuss'.

"Oh. That. My sister says I can't today, but I can come Monday, Kat, if that's alright?" she shoots me a nervous but questioning look.

"Yeah! Of course you can come Monday. Oh, _schist."_ I say, noticing Peter's grin at the use of the word. "It's already 4:25! Jem's gonna kill me if I don't get back within five minutes! Sorry, guys! I've got to go! See you tomorrow?" I say.

"Yep! Speaking of, May's gonna have my head, too. I should probably come with." States Peter. "Bye, guys!" He shouts to MJ and Ned, who are standing there, kind of confused about what just happened. Of course, MJ regains her bearings first.

"Hey, Ned," she says, knowing that Peter and I can hear her with our super-senses, "You wanna walk home together?" I can tell that she meant it both sarcastically and genuinely. She also adds a bit of a flirtatious tone, just to make fun of Ned.

"Oh- uh… Yeah, I guess, maybe-well, yeah, sure." Ned flusters for a minute before coming out with a real answer. _Oh, come on, Ned,_ I think, _This is so obvious, man!_ We could all see that he had a bit of a crush on MJ, and he had already told Petey before I weaseled it out of him a week ago.

Peter and I were already halfway home when all of that went down, so I broke my focus from their conversation to my attempts at _not_ running headlong into a car and breaking a few bones. I couldn't afford to go to a hospital, both financially and in regarding to my own safety. You see, I am like Peter. Well, not exactly. More like the Scarlet Witch. I have powers. Powers that can be pretty clearly seen on, say, a CAT scan. I have quite a bit of abnormal brain activity. I know that because after… my parents were killed, _murdered,_ and I was…. Anyways, they took me to a hospital along with my brother, and ran scans on me. They refused to tell me what they saw, saying everything was fine, it was just a bit of weird brain activity. So, I did what any normal, curious 12-year-old child would do. I hacked into the hospital's database, copied down all of the information, and replaced it with normal stuff.

So, long story short, it would be _really frickin' bad_ if I was hospitalized. Oh, look at that. I was home already. That was fast. I look behind me, and see Peter. His face is red from running, like, 30 blocks in basically 5 minutes. We're fast with all of these enhancements. And, we lived in the same building, which made for a fun race to and from school every day. I started singing really quietly so that only Pete could hear me while I began to jog up the stairs. "Peter, the red-faced spider, had a very sweat-stained shirt, on-ly be-e-cause, he was super duper sloooow…"

"Hey! That's not fair! You're basically the Flash, you run so fast! There's no way I could keep up with that!" he whines.

"You're Spider-Man, man," I whisper, "It's not like you're slow!" I decide to comfort him a bit, seeing the dejected look on his face. "You're really fast, Pete. Not many 16-year-olds could keep up with me, or run 30 blocks that quickly," I say, as I arrive at our floor. What were the chances that two superhuman teenagers would live in the same state, city, street, block, apartment building, and _floor?_ Those were some pretty low chances, I thought to myself as I opened the door to my and my only living relative's apartment. "Bye, Petey," I say. "See ya tomorrow."

"See you tomorrow. Oh, wait, no. See you tonight." At my confused look, he said, "May invited you guys to come over for dinner tonight. She's making mashed potatoes." I perked up at that. "The only decent thing she knows how to make," he mutters. I laugh, and close the door to my residence.

"You're late!" Jem calls out, while cutting veggies.

"Hey, no I'm not!" I protest. I look at the clock. "Oh come on, Jem. It's fifteen seconds past 4:30!"

"Exactly…" He says, shooting the Overprotective Parental Figure LookTM at me. I gulp, and he breaks out into laughter. "Yeah, you're fine. Hey, you look a little tired. How fast did you run?" I grin.

"I left school five minutes ago," I say while putting down my backpack.

"What in the hell- well, it's you. How on earth did you run one and a half miles in _five minutes?_ Darn it, girl. You're fast." He says, in shock. I was glad to see he was teasing me, though. The first time, when I ran for _ten whole minutes (jeez, so slow),_ he dropped a vase and cut himself. Talk about overreacting.

"Actually, Jem, I broke my record today." I looked at my watch. "Four minutes and thirty-four seconds. I stopped to talk to Peter for a second before I came in."

"Wow. You're crazy fast, Kit-Kat." I grumble at the name, and walk over to give him a good-natured shove. He gives a short laugh. "You're so annoying, Kitty." I smile, already walking towards my room.

"Yeah, but you love me anyways."


	2. Chapter 2

Chapter Two: Dinner Time

Kat's POV

After finishing up a bit of work, I come out of my room to help Jem with something to bring over to the Parker's tonight. This was becoming a bit of a tradition, May or us inviting the other family over, the one coming making dessert. I grabbed the oats, butter, cinnamon, both sugars, salt, flour, baking soda, eggs and some vanilla, and set to work. Tonight, I was going to make Peter's favorite, Oat & Raisin (minus the raisins, so just oat) cookies. I'd made them before, on plenty of special occasions, and they always disappear. With Peter and I's enhanced metabolism, we needed a lot of calories and stuff like that to keep our insides from digesting themselves, and this was the most delicious way to do that.

As I mix up some of the stuff, I stop and grab some more to quintuple the recipe. They were that good. While mixing even more, I got to thinking about MJ and Ned. I mean, it was _really_ obvious that he liked her, but I wasn't so sure about MJ. She rarely let anyone in, but we all seemed to be breaking through her shell a bit.

Of course, I could always snoop inside her head with those pesky powers of mine, but I didn't want to invade her privacy like that. Normally I would, but she and I were growing close. As I separated the huge amount of cookie mix into parts, about giving her a piece of schist. Kind of funny, I know, that the thing that I carried around with me for so long would be the one thing that could block my telepathic powers. Speaking of telepathic powers, one of my favorite things about that was that I could talk right into someone's head with them. _Peter,_ I thought, directing it at him, _how's it going?_

I could feel straight away that he was startled, but he recovered quickly. _Good,_ he thought, _I'm just finishing up some homework. What's going to be for dessert tonight? I can smell cinnamon and brown sugar._ I sigh. Sometimes those super senses of his weren't helpful at all.

 _You'll have to wait and see,_ I think towards him. _Need any help with the homework?_ I can see thoughts and images flashing through his mind, but I focus on only the ones homework-related. I didn't want to break his trust by delving deeper into his brain. _Right. Animal Farm isn't_ that _bad of a book._ I contemplate that for a second. _Well, nevermind. Hey, Pete?_ I ask, my thoughts turning back towards him. _You wanna just get together to work on this stuff? It's probably less strange to talk to me in person than listen to a disembodied voice in your head and wonder if you're going crazy. With you, it's hard to tell, but anyways._ I can hear his snort from his bedroom with my sensitive ears.

 _Yeah, sure,_ he thinks. I call out to Jem to remind him to take the cookies out of the oven when they're done, grab my bag, and head on over to Peter's room.

I knock on the door to his apartment, and May answers the door. "Oh, Katerina! I wasn't expecting you over here this early!" She says. I give her a small smile.

"Peter asked me to help him out with our assignment on _Animal Farm,_ and he invited me to hop over. If that's alright with you, Ms. Parker?" I say, lightly teasing her with the use of her last name.

"Oh, of course, honey. And for the last time, call me May!" she says.

"Thanks, May." I say, giving her a grin. I step inside the house, close the door, and float over to Peter's room. My feet barely touch the ground, thanks to my telekinetic powers. Of course, when May already knew about her nephew's gallivanting about in a red-and-blue onesie, I didn't think she need any _more_ crazy surprises like that. I remember when she found out about Peter's side hobby… Yeesh. That was one rollercoaster of a week. Well, month, really. I wasn't there for all of it, but of course with these weird senses, I heard it all. I could also see what was going on inside May's head. Anyways.

I step into Peter's room, looking up at the ceiling. Sure enough, the crazy little spider was up there, book in his hand. I waved my hand, and a bookmark appeared where Peter was reading. I held out my palm, watching the book float slowly into my hand. Placing it on Peter's table, I flipped myself upside down and held myself using telekinesis to the ceiling. I looked at Peter now. "Hey, man," I say, "I think you need to take a break. You've been reading for, what, one hour? Two?"

Peter sighs. "Yeah. This book isn't really that interesting, and I swear, May came in and had to wake me up once." I snort.

"Yeah, I haven't found it the best read either. The…. What is it? The intent, or moral, of the book is quite intriguing, though. Hey," I say, watching him make fun of me by faking a snore, "How about we work on science and math for a change? I mean, it's still homework, but science is-"

"Yeah! Let's do that! It'll be fun! Well, more fun than this stuff anyways." He interrupts, then gives me a sheepish look. "Anyways, Trina, how much homework do you have left?" I smile, knowing that he's going to be both happy and a bit annoyed at this.

"I'm all done." I say with a smirk. "Well, except for our project."

"What!?" He screeches, disbelieving. "No way! How?" He asks, tone now questioning.

"Super speed, mind reading, et cetera, remember?" I say, knocking my right temple with my knuckles. I smile again. "Want me to help you out at all?"

"Nah," he says, shaking his head. I give him a disbelieving look. "Well, maybe a little. Some of the English is hard. Especially with this stupid essay. I mean, come on. _5000 words_ on this book? Practically impossible." I grin.

"Lemme see what you've got so far." He hops off of the ceiling and pulls his laptop open.

"Here." He says, pointing at the document already open on his nearly broken-down computer. I read through all five hundred words. "I know it's not a lot," he says once it's clear I've finished, "but it's all I could get done in the past hour."

"Okay, spiderling." He gives an indignant squeak at the nickname, but then quiets down. "Time to move those skinny little fingers of yours."

"Dinner time!" May calls out. Peter and I stay quiet, and pretend not to notice while working on our joint science experiment. We had finished 4000 words of his essay, with quite a bit of help from me. "Peter Benjamin Parker, Katerina Ann Gayle, if you do not get over here this instant, you will not have any dessert!"

"Hey, that's not fair!" I shout in confusion, "I _made_ dessert!"

"And you won't get any of it if you're not here in thirty seconds!" Peter and I look at each other and bolt out of the door, not willing to miss cookies for anything. I get there first, of course, and slide into my usual seat across from Peter.

"I win!" I squeal, not wanting to be scolded for shouting. Peter huffs.

"Show-off," he mutters. I kick him in the shin. "Hey!" he protests. I put an innocent look onto my face.

"What?" I question, my voice light.

"You know what," he grumbles, kicking me back. I sigh. "We're even now," he says. "No more kicking." Jem walks in with a tray of cookies in his hands.

"Ani," he says, "Can you grab the rest of the cookies?" I sigh at the use of my middle name, and a _nickname_ for it, but I nod my head.

"Petey, can you help me out?" I ask. He nods his head, and we both get up to go over to my apartment.

Opening the door, I float the first pan over to Peter, who quickly gets over his surprise, being one of the few people that know my secret. He grabs it, and I float another towards him. Both hands full, he heads back over to his kitchen.

Meanwhile, I am doing some balancing myself. I take a tray and place it on the top of my head, using telekinesis to make sure none of the cookies fall. I also balance one tray on each of my elbows, and take one in each hand. For a final touch, I take the two smallest ones and place them each on one of my wrists. Overall, I have seven trays of delicious-smelling cookies all over me if I drop them. Which I won't, because, _powers_.

Walking back to Peter and May's apartment, I close my own door with my foot, and open theirs with my knee. I tiptoe in, and begin to put the cookie trays on the counter.

"Katerina!" May calls out. I finish putting everything down, and poke her for the use of my full name. "How did you manage to carry all of this in here so quickly?"

"I have _mind powers_ ," I say, gesticulating wildly to mimic how the Scarlet Witch uses her powers. She laughs.

"No, really, how did you get it all in here?" She asks in awe.

"Peter helped me. There's actually still some more over at my place." Her eyes widen comically.

"You know how fast those things disappear when Pete gets at them afterschool…" I joke.

"Yeah, you're right. But still, how did you make so many in such a short time?" She questions.

I look her in the eyes, and say, "I have _super speed."_ She snorts, and rolls her eyes.

"Yeah, right. I guess I'll never know how you do that, then." She sighs, and begins to pile the cookies into a bowl, and puts tin foil over them to keep them nice and toasty.

"PETER BENJAMIN PARKER!" May shouts. I'm not surprised, seeing as how I knew this was coming by always keeping tabs on her thoughts. "IF YOU DO NOT COME BACK _RIGHT NOW,_ YOUNG MAN, NO COOKIES FOR YOU."

I snort. "Well, that'll get him over here fast." I say, and moments later, he's back with us in the kitchen.

"Good. You were finally able to join us for dinner," May says, "and you're going to be the one doing the dishes."

I laugh at that. "What?!" Peter complains. "Why me?"

"Because you're late, and because it's your turn." Peter grumbles and sits down at the table, across from me.

"Alright, everyone!" May stands up and grabs one of the bowls and puts it on the dining table. "Let's see what we have here…" she mutters. "Oh! Mashed potatoes! Dig in, y'all!" She says.

"Wait, what about Jem?" I ask in confusion.

"I'm right here, silly," he says, shooting me a questioning glance. _Oh, wait…_ I think, _he slipped past me! He's lucky that I wasn't paying any attention, otherwise I would have caught him._

I grab the big ladle-like spoon that is sitting in the mashed potatoes, and scoop a huge glob of the mushy substance on to my plate. Well, more like the table. My plate is overflowing with mashed potatoes.

"Kat! What are you doing with those mashed potatoes?" Jem and Pete say at the same time.

"Uhhh, putting them on my plate so that I can eat them?" I say, cocking my head to the left.

Jem sighs, and puts his head in his hands. I laugh, and look at May, who's shooting me a puzzled stare. I look straight into her eyes, and say, _"Superpowers"._ She laughs, and I grin. Then I shovel five spoons of potatoes into my mouth and they all laugh. I swallow the potatoes, and shovel more into my mouth. I listen to the talking between May and Jem while looking at my food. Peter kicks me in the shins again. I look up and see him earnestly staring at me, an excited look in his eyes. He gives a thumbs-up, and I take off my schist necklace.

 _Hey Kit-Kat I need to tell you something really bad hey are you listening I had an awesome idea hey hey hey are you there take off your necklace I'm trying to talk to you are you listening come on Kit-Kat respond please if you hear me then give me a thumbs-up wait no no don't do that May and Jem'll see just I guess you should just kick me in both shins twice to confirm that you're listening please please don't kick me too hard ok thanks-_

I raise my eyebrows and widen my eyes in surprise at the really long stream of thought that comes rushing in when I tug off my necklace. Suddenly, I grin, readying my leg muscles for the hardest kick Peter's shins will ever experience.

 _Okay okay I know that you can hear me please don't kick me I know you're there please please don't kick me okay now that you're here I need to tell you my awesome idea its really cool check this out okay wait this is probably too much info for you to be processing right now maybe we should talk about my awesome idea after dinner-_

I put my necklace back on, because it's pretty difficult to concentrate on anything he's saying when it's in a huge jumble like that. I think for a minute, processing the information, and I shoot a small nod in his direction and take it off again. Before he can reply, May and Jem stop their conversation to stare at us.

I suppose we were a strange sight, just staring at each other intently, and occasionally making each other laugh – all while shoveling food into our mouths to combat speedy metabolism.

"So, how's the contest going, guys?" asks Jem, "Or is it just a lovebird's stare-off?"

I snort at his comment, and watch as Peter turns red. He looks like one of those delicious ripe tomatoes that my grandma used to grow in her garden. Anyways.

"It's a staring competition," I declare, "and I'm winning." Peter's face cools to a lighter shade of pink with that remark, and his embarrassment is replaced with a look of determination on his face.

"Oh yeah?" he says, "It's on." May laughs and shakes her head, and resumes her conversation with Jem. Peter and I take advantage of them being distracted again by stealing food from their plates, since we had already destroyed the mashed potatoes. May realizes a few minutes later what Peter and I were doing, and smacks Peter's hand as he tries to grab a handful of grapes from her plate.

"Did you two already finish everything else?" May asks in surprise. We nod. "Oh my god, how? There were twenty potatoes I put into the mash. How on earth….. Nevermind," she says, "I guess I can grab the cookies now. Katerina, would you mind helping me with the plates? Just put them in the sink, dear." I sweep up everyone's dirty plates and rinse them off before putting them in the sink.

"Oh, and Kat, dear, please grab some of the clean plates from the cabinet – wait, I think we're fine just eating off of napkins for the cookies, right?" May says. Peter looks up from where he was twiddling his thumbs with a look of excitement on his face.

"Cookies? COOKIES!" I give a small nod. "Yum yum." He says, swiping the bowl from May's arms. He tries to run back to his room with the cookies, but I find the energy to flip over the dining table and run after him.

After taking him down in a matter of seconds, I ask, "How did you forget that there were cookies? You helped me carry some over, for goodness' sake."

He shrugs. "I guess I have short-term memory." Shaking my head, I sit down and start munching on the cookies that I put back onto the table moments earlier. Peter kicks me in the shin, and I nibble away, watching him chomp down on cookie after cookie.


	3. Chapter 3

Chapter three: Internship

Kat's POV:

 _I slide under the bed, and watch my brother push me farther towards the wall. "Move closer, Kit," he says. "Here you go," he whispers, handing me a shard of glass that was from a vase that I knocked over a little earlier._

 _"What do I do with this?" My small, timid voice asks._

 _"Sis, I'm going to need you so look at my face right now, and pay attention to exactly what I have to say." I look right into his eyes, and see something I haven't before. I knock the thought out of my head before it even materializes._

 _"Okay, Allen. What's going on?" I ask my sixteen-year-old brother._

 _He looks me hard in the eyes, and says, "There's someone in the house."_

* * *

I wake up in a cold sweat, bed covers in a scrunched-up ball on the floor. Realizing that it was just a dream, I jump to my feet and hurry to the bathroom. As I jump in the shower and turn on my playlist, I notice that it's only 4:00 in the morning.

 _Oh, well,_ I think, _might as well get ready for the big day!_

While brushing my teeth, I reflect on the dream I was having about fifteen minutes earlier. It had to do with some complications in my past, with my closest biological family. I decide not to linger on it for the moment, and I run out to the kitchen in my bathrobe and start making my breakfast.

Fifteen minutes later, I'm all ready to go, at 4:30 in the morning. I shoot out a direct 'alarm' message to Peter, who always asks me to do that on the weekends. I send it like I would a regular thought, but instead with an extremely irritating sound that mimics an alarm clock.

I have a quick peek at his dream, and see him bravely brandishing a broadsword at hundreds of enemies. I decide to personally wake him up this time, and I phase through all of the walls and into his bedroom.

I try to shake him at first, but then I manage to procure a bucket of ice water and dump it on his head.

"Wakey, wakey, sleepyhead," I say, laughter in my voice. I evaporate the water instantly, and before me sits a grumpy, but completely dry, Peter Parker.

"Fine," he grumbles, "But I'm not doing anything to get ready." I sigh, turn around, and pick out some smart clothes for his day. Swooping my hands, I get him changed, his teeth brushed, and his hair combed.

I turn around when I'm done, and say, "Honestly, Peter, it's like taking care of a toddler." I use some magic and send a bolt of electricity through his blood, and he perks up instantly.

"Hey! In my defense, it is 5:00 in the morning…" He trails off when I poke him.

"I know it's early, but remember, you agreed to wake up early so that we could go check out that thing with Mr. Stark! Besides, you're older than me. You should be able to get yourself up in the mornings." He sighs, then nods.

"Alright, let's go." I smile, then we both tiptoe out of the door. I quickly grab our breakfasts and lunches from my apartment, then we run down the stairs and a few blocks down into an alleyway.

I open up a portal (well, not really a portal. More like an easy-access inter-dimensional drawer) and grab a metallic-looking spider, then I hand it to Peter. "Here's the new suit," I say, while twisting my fingers.

"Whaddaya mean, new suit?" he says in confusion. As my black nylon (maybe nylon, it's really just a bulletproof aura that looks sort of elastic-y) catsuit-type outfit shimmers into view, I explain what the contraption is.

"It's a suit made completely out of nanotechnology. I've been researching for months, as well as talking to one of the smartest people in the world-"

"Who's that?" Peter interrupts.

I continue without paying any attention to him. "And I finally figured out how to get this to work. So, what you do is…" I trail off.

"What do I have to do? Tell me and I'll do it." I smile at Peter's overenthusiastic expression, and begin giving him instructions.

"First of all, take your shirt off." I say. I smirk at how he immediately obeys what I say. "Here, give this to me," I order, taking the spider-shaped object out of his hand. I kneel down and firmly place it right in the middle of his upper chest, exactly where the spider in his old suit is.

"There. Now, all you have to do is tap the head of the spider, and then all of the eight legs separately in this order-" I show him what to do on my old, broken StarkPhone "-And voila- don't be scared by it, because it might feel weird…"

Peter watches in fascination as the tiny little pieces of technology crawl all over his body. "Uhh.. Kat? This feels kinda weird…" He says as they cover his face. I watch for a few seconds until it's over, head cocked to the right in my black mask. Peter sighs.

"How can you make something so amazing as this and not even fix your phone? By the way, it smells like a new car in here." I laugh.

"Come on, Spider-Man, let's go." I jump off of the ground, my feet propelling me into the air. As I hover in midair and watch Peter figure out how to work the new suit, a thought comes into my mind moments before Peter jumps so high he sticks to the second-floor fire escape route.

Guessing the source of his shock, I say, "Sorry, Pe- Spidey, I forgot to tell you, I incorporated KAREN into this suit as well. How is the new suit compared to the other one?"

"Hi, KAREN," Peter says in a shaky voice. "The suit's awesome, by the way. I can finally feel the air in my face without it being like it's about to rip my face off." I snort.

"What do you think of the suit, KAREN? Did I do a better job than Mr. Stark?" I question.

"You managed to incorporate vibranium nanotechnology into a fiber super-hero suit, as well as making it breathable and flexible. Not to mention that you also were able to add 575 out of the 576 web combinations, though you did leave out one. I see that you chose to remove the 'Deadly Poison Web' from the catalog. You also decided to remove 'Instant Kill Mode'. Other than that, I do believe that you did a much better job than Mr. Stark in creating this suit." I beam at her praise.

"Please do not inform him of what I just said." She adds in her robotic voice, and I laugh.

"Of course, KAREN. Well, the reason I removed the deadly things is because it seemed like you were quite fond of them in the last suit. Anyways, let's go to Stark Tower. We're gonna be late."

* * *

Peter's POV:

Thirty minutes later, we arrive in an alleyway next to Stark Tower. Kat swipes her hands, and somehow her suit vaporizes immediately and I get a view of the clothes that she's chosen to wear in front of Mr. Stark today. She, unlike myself, has an actual internship with him in the science department that she gained by work alone. I have an internship too, but that was born mainly out of the fact that he discovered that I'm a superhero.

"Uh, Kat?" I say, switching to a different line of thought. "How do I get this thing off?"

She smiles sheepishly. "I guess I forgot to tell you about that. You have your clothes in that backpack, right?" She asks. "Oh, wait. Sorry, got 'em right here." I marvel at the way that with a swish of her hand, a small portal appears and she just grabs my clothes from inside. Closing the portal, she hands me my clothes.

"Okay, since I know you aren't wearing anything under the suit, I'm going to turn around and put a black shroud around you so that nobody can see. Now, do the exact same thing you did to engage the suit: tap the spider's legs in the opposite order, and then tap the head. After that , put your clothes on and tell me when you're done."

I quickly do what she told me, and in under a minute, we're walking to the entrance of the building. We pass through the doors at precisely 6:00 am, exactly when Stark Tower is open for business.

As we walk to the elevator, I begin to think about Kat's meeting today with Mr. Stark. He was pretty intimidating the first time I met him, when he confronted me about my meandering around in a red-and-blue onesie. The only reason that Kat knew that Mr. Stark would see her today is because she read his mind last night. And every night that was before a day of internship in the science department.

The ding of the elevator snaps me out of my thoughts, and I wish her good luck. The elevator doors close, and within moments, they reopen to the floor of Mr. Stark's office. I guess this must have been where Mr. Stark wanted me to be today, because he always tells FRIDAY where I'm needed every day I come here.

"Hey, FRIDAY," I say, "Do you know where Mr. Stark is?" I still hadn't gotten used to speaking to the omnipresent AI, but I was getting more accustomed to her.

A voice with a slight Irish accent answers me. "Yes, Mr. Parker. He's in his lab."

"Thanks, FRIDAY, and for the last time, call me Peter!" I jog down the hall to my mentor's lab, and knock on the door. I see him jolt up from the stool he's sitting on and realize that he was sleeping.

"Uh, Mr. Stark?" I say with a slightly nervous voice, "Can I come in?" I look through the glass walls of the lab, already de-fogged, and see him wave his hand at me in a beckoning motion. I slowly open the door and walk over closer to him.

"So, what are we going to do today, Mr. Stark?" I say in a curious voice.

He waves for me to sit down. "Today we're going to be looking at your suit, Underoos. You have it with you, right?" I nod, and make to speak. He holds up his hand. "Grab the suit, then we can talk." I hop up from the chair and step outside of the lab and grab my backpack. I unzip it and take out the old suit, and bring it to Mr. Stark. "Now, what were you going to say, kid?"

"I know this sounds crazy, but I have a new suit." Mr. Stark's eyes widen a little, but then he speaks.

"Go on, kid. Tell me the whole story." I make it look like I'm thinking for a second, but really, I receive a telepathic message from Kat telling me not to say her name. Then, I launch into my explanation.

"Okay. First of all, I have three friends that know about my being spider man." I look to see Mr. Stark's reaction, but he just waves his hand.

"Go on, finish telling me the story. Ignore whatever I do or say. I want to hear this."

"So, one of them is, like, crazy smart. Not saying the others aren't, but she's smarter than them. And me too. Like, at your level of smarts. She told me that she had been talking to, in her words, 'One of the smartest people in the world' to be able to pull this off. But anyways, this morning she gave me this little metal spider-shaped thingy and told me to try it on. So we went out into an alleyway near my apartment, and she showed me how it worked. She put it on my chest, and showed me how to tap it to turn it on. Here, I'll show you how it works."

I tug my shirt off over my head, and Mr. Stark stands up to move closer to me. He touches the metal-ish thing on my chest, then waves at me to continue. I tap the spider just like Kat told me, and I watch and feel the nanobots envelop me in a protective shell. I look at Mr. Stark's face as the transformation begins, and I see an expression that I've never seen there before. Awe.

He watches in concealed wonder as the nanotech finishes its job in seconds, and looks at my masked face. "Who is this friend that created this?" He asks skeptically. I smile, and shake my head.

"She said that she didn't want her identity revealed at any cost." Mr. Stark lets out an irritated groan, then tries to weasel her identity out of me.

"Are you sure that's what she said? If so, then at least let me have that thing on your chest so that I can see how it works. Peter, come on. Tell me who she is, at least."

I shake my head again. "That is what she said, and she told me not to let you have, in her words again, not mine, 'your grubby hands on what she spent months on creating'."

Mr. Stark snorts. "Well, I didn't lose anything from trying. I've got to have that girl in my internship program."

"Well," I say, "She already is." Mr. Stark gives me a goofy grin.

"I got you to tell me who she is!" He says.

"No, you didn't, there are hundreds of teenage girls in your internship programs, and I didn't tell you which section she's in." I smirk.

He sighs. "Let the hunt for Ms. Braniac begin!"

* * *

Tony Stark's POV:

After giving the kid some instructions on what to do with the stuff I had on the table (Which were to make a new kind of web fluid that could keep the Hulk at bay, just in case we didn't have any chamomile tea on hand), I went out to the elevator.

"FRIDAY, who was that girl I was going to meet in the Biotech department today?" I ask, figuring I might as well get a start somewhere.

"Sir, here she is. Her name is Katerina Gayle. She is 5 feet 9 inches tall, has waist-length brown hair, green eyes and is currently working on station 7 with Dr. Helen Cho." I raise my eyebrown in surprise. This girl must be good if she's with Cho.

"FRIDAY, does this girl work in any other departments?" I ask, wondering if her smarts go any further than medicine.

"Yes, sir. She has also worked in the all three Engineering departments, the Programming department, as well as the other two of the departments having to do with biology and also the Energy department. And, I may add, she has worked with all of the heads in each one."

I'm stunned by this information, realizing that there is a very tiny chance of her knowing a little bit more than I do. I quickly recover, realizing that this may be the girl that I am looking for. What were the chances, that the day Peter told me about his new suit thing was the same day I was going to meet this girl. But anyways.

I make my way towards the Biotech department, and walk up to station 7. "Hello, Helen. How are you doing today?" I ask.

"I'm fine, thank you, but I do have one of your interns here with me. I am assuming that you wanted to meet her?" I smile at her curt reply, then nod.

"Yeah, just send her over. Fast as you can, please," I say, and I can see the surprise on Helen's face when I don't try to order her around. I wanted to make a good first impression on this genius kid that FRIDAY told me about, and try and see if she was connected to the Spiderling somehow.

Helen called her over, and she walked slowly with some sort of strange contraption in her hands. Cho walked away to talk to another one of the interns, and I tried to get the girl's attention.

"Hey, kid." I said, and she didn't answer. "Ms. Smartypants?" Still no answer. "Katerina?" She looked up. Success.

"Hello, Mr. Stark! How are you today?" She seemed to be the polite kind that would get pretty far with people by flattering them, and then destroy them with her intelligence. I knew that because I was one of those people.

"Whatcha working on over there?" I asked, trying to spark up some kind of a conversation to get her talking, so that I could see if she slipped up and said something about Underoos.

"This?" She asks, and I nod. "Oh. This is a prototype for a type of tissue replacer that I began working on today. Would you like to see how it works?" I nod again, limiting my words so that I can get her to talk more.

"Alright, could you hand me a knife, then? There's one on the counter right by your hand. Don't worry, I'm not going to try and stab you with it," She says with a light voice.

I hand her the knife, but still question her motives. "What are you going to do with the it?" I ask.

She puts everything that's in her hands down on the table, and then grabs a can of what looks like spray paint and puts it close to her. She pulls up her right sleeve, exposing a scarred arm. Before I say anything, the picks the knife back up and cuts out a chunk of her arm right close to her wrist.

"What are you doing?" I say in confusion. She smiles. It looks slightly disturbing, because her hands are covered in blood.

"So, as you can see, I just cut out a chunk of my flesh with that knife. Not like a regular cut, but actual flesh. See?" She holds up a bit of bloodied skin, and then puts it in the disposal. She continues speaking.

"Now, watch what I do." She picks up the can, and sprays it right on top of the wound. I watch in extremely concealed fascination as the flesh and skin knit themselves back together quickly, and in moments there isn't even a scar left to show what she did a moment before.

"Hey, it worked!" She says, and I stare at her like she's crazy. I'm pretty sure she is.

"You did that without testing it on something else first?" I ask. She shakes her head.

"I only came up with this solution five minutes ago. It's been two hours of trial and error, as you can see from the rest of my arm." I have a feeling that the cuts on her arm aren't from this, but I shake it off. I decide to bring up the subject of Peter.

"On a completely different topic, do you know a boy of the name Peter Parker?" I ask, not very subtly.

"Why do you ask?" She says in confusion.

"He's one of my interns, and he said that he knew a pretty smart kid in my internship programme." She snorts.

"No, I don't think I know any 'Peter Parker', Mr. Stark. I might, but probably not." She says. Her voice sounds clear and truthful, but I didn't come down here for nothing. Besides, it's not hard for an experienced liar to sound like that, so I press harder.

"Are you lying to me?" I ask.

She looks shocked. "No, sir. What would I gain by doing so?"

I snort. Her words go straight to my heart, because that's how I look at things like this.

"Alright, I believe you. Anyways, do you work in any other departments?" I ask, knowing she'll say yes.

"Yeah, I do. All of them, actually." She says with a smirk. I realize that she knows what I was thinking. _Hmmm,_ I think, _maybe she was lying after all. Of course, I have no evidence to prove that. But anyways._

"Can you show me your work for them?" I probe, with an inward grin, thinking about how she might slip up on saying something about nanotechnology.

"Yeah, sure, of course!" she says, enthusiastic. "Let me just tell Dr. Cho that I'll be back in maybe an hour." She runs of, and is back pretty soon.

"An hour, huh?" I say, smirking.

"Well, yeah. The departments are pretty far apart, you know."

I watch Katerina as she shows me everything she's done in the few months she's been here, like upgrading Stark Industries' firewall so that even I can't get through it. Within only an hour of knowing her, I'm already starting to like being around her. Which is strange.

After going through all of the other departments she's worked at (at my request), we go to the final one: Recent Breakthroughs. It's a part of the Engineering section, so it isn't a far walk from where we are now.

We walk in, and she guides me to the station she works at while in this department: Nanotechnology. _Jackpot!_ I think. I knew she had something to do with Peter's suit.

"And here's the final station that I work at: Nanotech. I haven't done much work here, so I don't know a lot about it-" Katerina is interrupted by one of the engineers working in the lab. He must have been at least triple her age.

"She's lying to you, Stark. Ms. Gayle is one of the leading engineers around here, she knows more than all of us combined!"

I hear Katerina mutter. " _Crap, Harry."_ I wonder what it could be about, but then I remember Peter's new supersuit. Maybe she realized that one of her coworkers just blew her cover.

"Besides, that girl is only 16! She's smarter than all of us here, no doubt," says the man I take to be Harry. I smile inwardly, noticing that she is around the same age of Peter. She must be that friend he was talking about earlier. I knew she was lying to me.

I can tell by her facial expression that Katerina is very angry, and I'm assuming that is directed towards Harry. Her face changes instantly, though, and in a flash, her anger is replaced by a smile.

"Thanks, Harry. Well, Mr. Stark, here's the last of my work." She holds up what looks like an arc reactor.

"What's this supposed to be?" I ask.

"An arc reactor."

"What does it have to do with nanotech?"

"Let me show you. Stark, this hasn't been tested yet, so I'm not entirely sure that it is safe. If you want to see if it works, you're going to have to replace it with the arc reactor in your chest." She says in a hushed tone. "If you decide to do so, I suggest that you do not do it here. If you want to test it out sometime other than right now, make sure you call me before you try. Don't do it otherwise, because it may be a serious safety risk without me there."

"Okay," I say, easily accepting this. "I'll try it out later, then." She nods, and we walk out of the room.

"Mr. Stark, not meaning to sound rude, but are we finished here?" She says.

"Mmhmm. That was some pretty cool stuff you showed me, kid. By the way," I ask, "Did you help Peter with his web fluid?"

"I'm sorry, who?" She bluffs.

"Wow, Ms. Gayle, you're a good liar. We both know that you know who Peter Parker is. He's you friend, remember? Your crime-fighting friend that gallivants about in a red-and-blue onesie. He just got a new one, and guess what it's made from? That's right, nanotech. And guess who one of the world leaders in nanotech is? You. And it just so happens that you go to the same school as him, are in the same classes, live in the same building. What are the chances of that?" I smirk, knowing that I have her in a corner. I look at the expression on her face, and I see only confusion.

"I'm sorry, Mr. Stark, I'm afraid you might have the wring person." She bluffs again.

"Come on, Ms. Gayle, I know that you're lying. I almost believed that you didn't have anything to do with Peter until that Harry guy said you were a leader in nanotechnology.

She finally gives in. "Fine, Mr. Stark, you got me." I grin, proud of myself. Then I hear her mutter, " _I'm going to kill Harry when I see him again."_ I snort, and pat Katerina on the back.

"Well, now that you know one of my secrets, you may as well call me Katerina, or Kat for short. That's what my friends call me anyways. I think we'll be seeing a lot of each other very, very soon."

"Was that a threat?" I ask, laughing as I say the words.

"It can be if, you choose to make it so." She says, ominously. I shrug. At least I have a new friend. And maybe, just maybe, it isn't because of money.


End file.
